UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
| Form 8‑K/A |
| (Amendment No. 1) |
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: July 14, 2019
(Date of earliest event reported)
Invitae Corporation
(Exact name of the registrant as specified in its charter)
|
| | | | |
| Delaware | | 001-36847 | | 27-1701898 |
| (State or other jurisdiction of | | (Commission | | (I.R.S. employer |
| incorporation or organization) | | File Number) | | identification number) |
1400 16th Street, San Francisco, California 94103
(Address of principal executive offices, including zip |
| | | |
| (415) 374-7782 | | N/A |
| (Registrant’s telephone number, including area code) | | (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
| | |
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Securities registered pursuant to Section 12(b) of the Act: |
| | | | |
| Title of each class | | Trading Symbol | | Name of exchange on which registered |
| Common Stock, $0.0001 par value per share | | NVTA | | New York Stock Exchange |
On July 17, 2019, Invitae Corporation (“Invitae”), filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission (the “Commission”) to report the completion of its previously announced acquisition of Jungla Inc. (“Jungla”) in accordance with the terms of the Stock Purchase and Merger Agreement, dated as of July 11, 2019 (the “Merger Agreement”), among Invitae, Jumanji, LLC, a Delaware limited liability company and wholly-owned subsidiary of Invitae (“Merger Sub”), Jungla, the holders of all of the outstanding capital stock of Jungla (the “Sellers”), and Fortis Advisors LLC (solely in its capacity as representative of the Sellers), pursuant to which Invitae purchased 100% of the capital stock of Jungla from the Sellers and following which, as part of the same overall transaction, Jungla merged with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger and remaining a wholly-owned subsidiary of Invitae.
This Amendment No. 1 to Current Report on Form 8-K/A amends the Original Form 8-K to include the financial statements and pro forma financial information required under Items 9.01 (a) and 9.01 (b), which were excluded from the Original Form 8-K in reliance on the instructions to such items.
|
| |
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited financial statements of Jungla as of and for the year ended December 31, 2018, together with the notes thereto and the auditors' report thereon are attached hereto as Exhibit 99.1.
The unaudited condensed interim financial statements of Jungla as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 together with the notes thereto, are attached hereto as Exhibit 99.2.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statements of operations data of the Company and Jungla for the year ended December 31, 2018 and the six months ended June 30, 2019 that give effect to the acquisition of Jungla are attached hereto as Exhibit 99.3.
(d) Exhibits. |
| | |
| Exhibit No. | | Description |
| | |
| | Consent of Independent Auditors |
| | Audited financial statements of Jungla as of and for the year ended December 31, 2018 |
| | Unaudited condensed interim financial statements of Jungla as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 |
| | Unaudited pro forma condensed combined balance sheet for the Company and Jungla as of June 30, 2019 and unaudited pro forma condensed combined statements of operations for the Company and Jungla for the year ended December 31, 2018 and for the six months ended June 30, 2019 |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 27, 2019
|
| | |
| | | |
| INVITAE CORPORATION |
| | |
| By: | | /s/ Shelly D. Guyer |
| Name: | | Shelly D. Guyer |
| Title: | | Chief Financial Officer |
